-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLMfzUQqfPWs2FTdAGRgI2GUZR7JKYykxXF7MQ1//VOGCJ1xEP0EYCQYChk2ee/L TcwYvRQKRLHsej87FPqdUw== 0001104659-08-060765.txt : 20080926 0001104659-08-060765.hdr.sgml : 20080926 20080926172604 ACCESSION NUMBER: 0001104659-08-060765 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080921 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080926 DATE AS OF CHANGE: 20080926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL RECTIFIER CORP /DE/ CENTRAL INDEX KEY: 0000316793 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 951528961 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07935 FILM NUMBER: 081092059 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a08-24385_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  September 21, 2008

 

INTERNATIONAL RECTIFIER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-7935

 

95-1528961

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

of incorporation or organization)

 

 

 

 

 

 

 

 

 

233 Kansas Street

 

 

El Segundo, California

 

90245

(Address of principal executive offices)

 

(Zip Code)

 

(310) 726-8000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 5 — Corporate Governance and Management

 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           Upon the commencement of Ilan Daskal’s service as Executive Vice President and Chief Financial Officer on October 6, 2008, as described below, Peter Knepper will cease serving as the Company’s Chief Financial Officer (acting).  The Company anticipates that Mr. Knepper will remain to provide transition services for a short transition period.

 

(c)           On September 22, 2008, the Board of Directors (the “Board”) of International Rectifier Corporation (the “Company”) appointed Ilan Daskal to the position of Executive Vice President and Chief Financial Officer, effective October 6, 2008, reporting directly to the Company’s President and Chief Executive Officer.  The Company issued a press release announcing his appointment and a copy of the press release is attached as Exhibit 99.1.

 

Mr. Daskal, 43, has held senior financial positions with Infineon Technologies since 2001, most recently serving as Vice President of Finance & Business Administration for Infineon’s North American Communications Business Group.  Before that, Mr. Daskal held senior financial management and strategy positions at several Israeli technology companies, including Savan Communication, a firm that was acquired by Infineon while Mr. Daskal was Chief Financial Officer.

.

On September 21, 2008, the Company entered into a letter agreement with Ilan Daskal  (the “Offer Letter”) and a severance compensation agreement (the “Severance Agreement”).  The Offer Letter is filed as Exhibit 10.1 hereto and incorporated herein by reference and the Severance Agreement is filed as Exhibit 10.2 and incorporated herein by reference. The following summary of the Offer Letter and the Severance Agreement is not complete and is qualified in its entirety by reference to the actual agreements filed herewith.

 

Under the Offer Letter, Mr. Daskal is entitled to an annual base salary of $350,000 and a target annual incentive bonus opportunity equal to 70% of his base salary.  The Offer Letter provides that Mr. Daskal’s annual base and annual target bonus opportunity shall not be reduced during the first two years of employment.  Mr. Daskal’s employment with the Company is on an “at will” basis and can be terminated by the Company or Mr. Daskal for any reason at any time.  The Offer Letter also provides that, if Mr. Daskal’s employment with the Company is terminated for any reason other than by the Company with “cause” or by Mr. Daskal for “good reason,” (as defined therein) Mr. Daskal will receive a cash amount equal to the sum of one times his annual rate of base salary and target bonus for the fiscal year in which the termination occurred.  Additionally, Mr. Daskal will have the maximum of one year following his termination date to exercise his vested stock options.  Mr. Daskal will be required to provide a release of claims in order to receive any of the foregoing benefits.  A discussion of Mr. Daskal’s severance benefits under his Severance Agreement if he is terminated in connection with a “change in control” (as defined therein) is provided below.  If Mr. Daskal is entitled to severance benefits under his Severance Agreement in connection with a “change in control,” as described below, he will not be entitled to any additional severance benefits under the Offer Letter.

 

Under the Offer Letter, Company management has agreed to recommend to the Compensation Committee of the Board that Mr. Daskal be granted equity awards of (i) an option to purchase 75,000 shares of the Company’s common stock, and (ii) restricted stock units covering 25,000 shares of the Company’s common stock.   Any such awards would be made subject to the terms and conditions of the Company’s current stock option plan and the Company’s standard vesting requirements.  It is generally anticipated that the awards would be granted on the third business day following the filing of the Company’s next periodic report on Form 10-Q.  The Offer Letter provides that if Mr. Daskal is entitled to severance benefits under his Severance Agreement in connection with a “change in control” prior to the grant to Mr. Daskal of his restricted stock units, the obligation to grant such units is cancelled and Mr. Daskal will be entitled to additional severance equal to 25,000 times the closing price of the Company’s stock on the date of his termination.  

 

In addition, the Offer Letter provides that Mr. Daskal is entitled to receive a one-time signing bonus from the Company equal to $125,000; provided that he must repay such bonus within 30 days if he voluntarily terminates his employment with the Company for any reason, other than for “good reason” in connection with a “change in control,” within one year following his commencement of employment. Mr. Daskal will be eligible to participate in the Company’s standard executive relocation program and will

 

2



 

receive additional benefits of (i) up to twelve months temporary living assistance not to exceed $3,000 per month, (ii) assistance with respect to closing costs on the sale of his current residence and purchase of a new residence in amounts of up to $90,000 and $30,000, respectively, and (iii) an increase in relocation benefits to compensate for the tax liability associated therewith.  Upon relocation near the Company’s headquarters, Mr. Daskal will be entitled to an automobile allowance of $560 per month.  Mr. Daskal will be eligible to participate in vacation, medical, dental, life insurance, 401(k) and other benefit plans as other senior executives in accordance with standard Company plans and practices.

 

The Company and Mr. Daskal have also entered into a Severance Agreement which is generally consistent with the form set forth as Exhibit 10.4 to the Company’s current report on Form 8-K filed on November 2, 2007.  Mr. Daskal’s Severance Agreement provides in the event of a voluntary termination for “good reason,” as defined therein, or an involuntary termination other than for “cause,” as also defined therein, following, or in specific contemplation of, a “change in control” of the Company as specified in the Severance Agreement, for a payment of one times annual salary and target bonus (and in Mr. Daskal’s Severance Agreement, this amount is increased to two times if the qualifying termination takes place within the first year of employment), the acceleration of vesting of all unvested equity and stock option grants, continuation of COBRA benefits for eighteen months and payment of a modified excise tax gross-up. 

 

The Company additionally intends to enter into an indemnification agreement with Mr. Daskal upon his commencement of employment in the form set forth and described in the Company’s current report on Form 8-K filed with the SEC on September 19, 2008 and incorporated herein by reference.   

 

The foregoing descriptions of the Offer Letter and Severance Agreement are not complete and are qualified in their entirety by reference to the actual Offer Letter and Severance Agreement, which are incorporated herein by reference. 

 

(e)           On September 22, 2008, in consideration of Mr. Knepper’s efforts in completing the Company’s restatement and bringing the Company current in its financial reporting obligations, the Compensation Committee approved the award to Mr. Knepper of a bonus equal to his previously reported bonus target of 35% of his base pay.

 

Under the Company’s 2000 Incentive Plan, as amended (the “Plan”),  if the Company under goes a “change in control event” (as defined in the Plan), all then unvested awards granted under the Plan will become fully vested and exercisable, unless the Board or the Compensation Committee determines otherwise.  The Plan also provides that, unless the Board or the Compensation Committee of the Board determines otherwise, awards under the Plan will not vest until at least six months after the date of grant (the “six-month provision”). 

 

Effective September 22, 2008, the Board, upon recommendation of the Compensation Committee of the Board, determined that the six-month provision would not prevent awards granted to all employees from August 6, 2008 (the first date that awards had been granted since the Company’s completion of its restatement) to present and awards granted to directors of the Company from vesting upon the occurrence of a “change of control event” within six months of grant.   Under the terms of the severance agreements and employment agreement  previously entered into with the Company’s executive officers,  the six month provision would also not prevent the vesting of awards granted to those executives within the prior six months on the terms and conditions set forth in such agreements.

 

The Board also approved a changes to the terms of the stock options of non-employee directors so that, if a non-employee director’s service terminates for any reason other than his or her voluntary resignation or failure to stand for reelection, all of the unvested portion of the stock options held by the non-employee director would immediately vest and remain exercisable until the earlier of (i) three years from the date of his or her termination or (ii) the scheduled expiration date of the stock option. 

 

3



 

Item 9.01.   Financial Statements and Exhibits.

 

(d)                                                         Exhibits

 

Exhibit Number

 

Description

 

 

 

10.1

 

Letter Agreement executed September 21, 2008, between International Rectifier Corporation (the “Company” and Ilan Daskal).

 

 

 

10.2

 

Severance Agreement executed September 21, 2008 between the Company and Ilan Daskal.

 

 

 

99.1

 

Press release of the Company, dated September 24, 2008, announcing the appointment of Ilan Daskal as Chief Financial Officer.

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

INTERNATIONAL RECTIFIER

 

CORPORATION

 

 

 

Date:  September 26, 2008

By

/s/ Timothy E. Bixler

 

 

Timothy E. Bixler,

 

 

Vice President, General Counsel and Secretary

 

5



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

10.1

 

Letter Agreement executed September 21, 2008 between International Rectifier Corporation (the “Company”). and Ilan Daskal.

 

 

 

10.2

 

Severance Agreement executed September 21, 2008 between the Company and Mr. Daskal.

 

 

 

99.1

 

Press release of the Company, dated September 24, 2008, announcing the appointment of Ilan Daskal as Chief Financial Officer.

 

6


EX-10.1 2 a08-24385_1ex10d1.htm EX-10.1

Exhibit 10.1

 

 

September 19, 2008

 

Ilan Daskal

1498 Saskatchewan Drive

Sunnyvale, California 94087

 

Dear Ilan,

 

It is my pleasure to extend you an offer to join International Rectifier Corporation (the “Company”). Your initial position will be Executive Vice President and Chief Financial Officer, reporting to Oleg Khaykin, President and Chief Executive Officer, at a starting annual base salary of $350,000.  It is current contemplated that if accepted, your employment start date would be on or about October 6, 2008, with your actual employment date reasonably earlier or later as agreed between you and Oleg.

 

This offer includes the following:

 

·                  Stock Option Award:  Management will recommend to Compensation and Stock Options Committee of the Board of Directors (“Compensation Committee”) that you be granted an option to purchase 75,000 shares of IR common stock.  It is anticipated that the option award would be formally granted on the third business day following the filing of its next periodic report on Form 10-K or Form 10-Q, whichever is next due, after the date your employment commences and the exercise price of the options would equal the fair market value of a share of the Company’s common stock and would be priced at the closing price of a share of Company stock on the New York Stock Exchange on that day (provided that if such date is within 15 days prior to the close of a Company fiscal quarter or is subsequent to the close of a Company fiscal quarter but prior to the Company’s filing of its periodic report on Form 10-Q or Form 10-K for such quarter, then such date shall be the third business day following the filing with the SEC of such report).  The date may be further extended in the discretion of the Compensation Committee.  The option award will have a maximum of a five year term commencing on the date of grant.  The option award will be scheduled to vest, subject to your continued employment, in equal annual installments over three years from your employment start date.  All grants are subject to the approval of the Compensation Committee and will also be subject to the terms and conditions of the Company’s 2000 Incentive Plan, as amended, as well as the Company’s then standard option award agreement for employee stock option grants under the plan (provided however, such standard option award agreement shall be superseded to the extent in conflict with the provisions of this offer letter).

 



 

·                  Restricted Share Unit Award:  Management will recommend to Compensation Committee of the Board of Directors that you be granted a restricted stock unit (“RSU”) award for 25,000 shares of IR common stock (“RSU Award”).  It is anticipated that the RSU award would be formally granted on the third business day following the Company’s filing of its next periodic report on Form 10-K or Form 10-Q, whichever is next due, after the date your employment commences (provided that if such date is within 15 days prior to the close of a Company fiscal quarter or is subsequent to the close of a Company fiscal quarter but prior to the Company’s filing of its periodic report on Form 10-Q or Form 10-K for such quarter, then such date shall be the third business day following the filing with the SEC of such report).  The date may be further extended in the discretion of the Compensation Committee.  The award of restricted stock units will be scheduled to vest, subject to your continued employment, in equal annual installments over three years from your employment start date.  All grants are subject to the approval of the Compensation Committee and will also be subject to the terms and conditions of the Company’s 2000 Incentive Plan, as amended, as well as the Company’s then standard award agreement for RSUs under the plan (provided however, such standard RSU award agreement shall be superseded to the extent in conflict with the provisions of this offer letter).

 

·                  Incentive Plan:  You will participate in the annual executive incentive bonus plan, with a bonus target of seventy (70%) percent of your base salary.  Neither your bonus target nor your annual base pay shall be reduced during the first two years from your employment start date.  The bonus plan includes corporate and individual objectives.  The corporate objectives have been established by the Compensation Committee.  Your individual objectives will be established by the Compensation Committee with recommendations from the Company’s Chief Executive Officer.

 

·                  Severance Agreement:  The Company’s offer includes the benefits set forth in the attached Severance Agreement (“Severance Agreement”) that provides for certain benefits under Section 2 therein in the event of a Qualifying Termination on certain terms and conditions as described in the Severance Agreement.

 

·                  Other Severance:  If your employment by the Company is terminated for any reason other than by the Company with Cause or you terminate your employment for Good Reason (as defined below) and such termination does not constitute a Qualifying Termination that gives rise to your eligibility for benefits under Section 2 of the Separation Agreement, you will receive as severance a cash amount equal to the sum of one times your annual Base Pay and that year’s Target Bonus.  In such event, with respect to any stock options that are vested as of the date of your employment termination, you will have one year following your employment termination for the purposes of the exercise of stock options under the Company’s stock option plan, after which time any and all of your stock options that you have not exercised shall terminate and be of no further force and effect; provided however, your vested stock options shall be subject to all other terms and conditions of the plan and other documents under which the options were originally granted, including, without limitation, early termination upon the first to occur of (i) the maximum year term of such options upon grant or (ii) a change of control of the Company, in each case on the terms provided for under the applicable option plan and option agreement.  You will only be entitled to receive the benefits described in this paragraph upon a termination of employment upon your execution and delivery to the Company of a release agreement in the form set forth in Section 2(p) of the Severance Agreement. (For purposes of this paragraph, the terms Cause, Qualifying Termination, Base Pay and Target Bonus, have the meanings set forth in the Separation Agreement.)  If, however, your employment by the Company is terminated for any reason other than by the Company with Cause or by you for Good Reason and

 



 

such termination constitutes a Qualifying Termination that gives rise to your entitlement to benefits under Section 2 of the Separation Agreement, you will only be entitled to the benefits provided under the Separation Agreement and will not be entitled to any additional benefits under this paragraph (and if a Qualifying Termination has occurred under the Separation Agreement giving rise to your entitlement to benefits under Section 2 thereunder and you have not yet been granted the RSU Award, on the date of the Qualifying Termination, the Company’s obligation to grant the RSU Award will terminate and you will instead be entitled to be paid a cash payment in an amount equal to 25,000 multiplied by the per share closing price of the Company’s common stock on such date in addition to the other benefits to which you would be entitled under Section 2(a) of the Separation Agreement, subject to and on such terms and conditions as such other benefits would be payable thereunder).For purposes of this offer letter and its “Other Severance” provision, “Good Reason” means that the following has occurred without your prior written consent: you do not hold the title and perform the similar functions of the Company’s Chief Financial Officer. Before “Good Reason” has been deemed to have occurred, you must give the Company written notice detailing why you believe the Good Reason event has occurred and such notice must be provided to the Company within sixty days of the initial occurrence of such alleged Good Reason event(s) or else such Good Reason event(s) will be deemed to have been irrevocably waived by you.  The Company shall then have thirty days after its receipt of written notice to cure or remedy the items cited in the written notice so that “Good Reason” will not have formally occurred with respect to the event(s) in question.  If the Company does not timely remedy or cure the Good Reason events, then your employment shall be terminated for Good Reason as of the end of the thirty day cure period.  Any dispute regarding the application of this “Other Severance” section shall be resolved through arbitration on the same terms and conditions as is set forth in Section 7 of the Separation Agreement.

 

·                  Signing Bonus: You will be entitled to receive a one-time signing bonus from the Company equal to $125,000; provided however, if you voluntarily terminate your employment with the Company within one year following the your employment start date for reasons other than a Qualifying Termination (as defined in the Severance Agreement), you will repay such amount within 30 days following the date of your employment termination.

 

·                  International Rectifier’s Executive Relocation package:  A copy of the relocation policy has been provided for your reference.  The relocation package must be used within twelve (12) months of your start date.  Should you voluntarily terminate your employment with the Company within one year following the your employment start date for reasons other than Good Reason (as defined in this offer letter) a Qualifying Termination (as defined in the Severance Agreement), you will reimburse the Company for any relocation benefits expended within 30 days following the date of your employment termination.  The foregoing sentence shall supersede the terms for the time and amount of reimbursement upon voluntary termination of employment otherwise set forth in the Company’s relocation policy.

 

·                  Temporary Living Assistance:  International Rectifier will provide you with up to twelve months of temporary living assistance not to exceed $3,000 per month and reasonable coach air fare (up to approximately weekly) for you from your current residence to the Los Angeles/Southern California area, while you and your family make the transition to the Los Angeles/Southern California area.

 



 

·                  Closing assistance on the sale of your current residence: International Rectifier will reimburse you a maximum of six (6%) percent towards closing costs on the sale of your current residence (maximum reimbursable sales price of $1,500,000 will apply).

 

·                  Closing assistance on the purchase of a home in the Los Angeles/Southern California area:  International Rectifier will reimburse you up to two (2%) percent for closing costs on the purchase of a home in the Los Angeles/Southern California area (maximum reimbursable purchase price of $1,500,000 will apply).

 

·                  Tax Relief:  Items related to your relocation package which are considered taxable will be grossed up to offset tax liabilities you may incur.

 

·                  Car Allowance:  Once you relocate to El Segundo, California, you will receive $560.00 a month car allowance.  Employees receiving a car allowance must purchase insurance coverage and provide evidence of such insurance to the Company’s Treasury department.  Insurance maintained by the employee on the vehicle should be no less than $100,000.00 bodily injury, each person 300,000.00 each accident and $50,000.00 property damage each accident.

 

·                  International Rectifier Benefits:  This offer includes paid time off, medical, dental, life insurance, 401(k) plan, and all other benefits in accordance with standard company plans and any revisions thereof.

 

·                  Reimbursement of Legal Expenses: International Rectifier shall reimburse you or pay the reasonable legal fees incurred by the you relating to the negotiation and preparation of this offer letter and the Severance Agreement, provided that in no event shall International Rectifier’s obligation with respect to such reimbursement or payment of such legal fees exceed TEN THOUSAND DOLLARS ($10,000).

 

Employment at International Rectifier is contingent upon proof of legal right to work in the United States, satisfactorily completing a post-offer physical examination, drug test and background check. Arrangements will be made to accomplish this upon the acceptance of this offer. Your employment is at will and can be terminated by either party at any time, for any reason, with or without cause. International Rectifier reserves the right to change the terms and conditions of anyone’s employment at any time.

 

New Hire Orientation will be held from 9:15am - 3:00pm on your first day. Please report to the first floor reception area at 101 N. Sepulveda Blvd. El Segundo, CA 90245.

 

Your acceptance of this offer and the conditions upon which it is made will be confirmed by your signing and returning this agreement. This offer will expire if not accepted by September 23, 2008.

 

Please let me know if you have any questions.  We’re looking forward to you joining the IR senior leadership team.

 

 

Sincerely,

 



 

Acknowledgement & acceptance

 

Your acceptance of this offer and the conditions upon which it is made will be confirmed by your signing and returning this agreement

 

 

 

 

 

Ilan Daskal

L. P. Quiggle

 

Vice President, Human Resources

 

 

 

 

9/21/08

 

9/22/08

Date

Date

 


EX-10.2 3 a08-24385_1ex10d2.htm EX-10.2

Exhibit 10.2

 

SEVERANCE AGREEMENT

 

THIS SEVERANCE AGREEMENT (this “Agreement”) is made by and between International Rectifier Corporation, a Delaware corporation (the “Company”), and Ilan Daskal (“Employee”), dated as of September 19, 2008 to be effective upon Employee’s first day of employment with the Company.  This term of this Agreement extends from the Effective Date through the End Date.

 

WITNESSETH:

 

WHEREAS, Employee has accepted an offer to be a senior level employee of the Company to serve as its Executive Vice President and Chief Financial Officer;

 

WHEREAS, Employee is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company;

 

WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain severance benefits for Employee, applicable in the event of a Change in Control; and

 

WHEREAS, the Compensation Committee of the Board of Directors of this Company authorized the Company to enter into this Agreement.

 

NOW, THEREFORE, the Company and Employee agree as follows:

 

1. Certain Defined Terms.  In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

 

(a) “Base Amount” has the same meaning provided to it under the Code Section 280G final regulations.

 

(b) “Base Pay” means Employee’s annual rate of base salary as in effect from time to time.

 

(c) “Board” means the Board of Directors of the Company.

 

(d) “Cause” means any one or more of the following committed (or omitted) by Employee:

 

(i) conviction of, or guilty plea or plea of nolo contendre to, a felony crime; or

 

(ii) gross misconduct that is materially injurious to the Company and/or any of its Subsidiaries or affiliates; or

 



 

(iii) repeated failure to follow the reasonable and lawful directions of the Company after the Employee has received at least one written warning from the Company; or

 

(iv) any willful and/or intentional material violation of any written Company policy or procedure; or

 

(v) a material breach of this Agreement

 

Whether or not Cause exists in clauses (ii) through (v) shall in each case be determined in good faith by the Board.

 

Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for “Cause” under clauses (ii) through (v) unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board then in office at a meeting of the Board.  In addition, before such termination for Cause is effective, the Company shall provide the Employee with written notice detailing why the Company believes a Cause event has occurred and specifying the particulars thereof in detail.  The Board shall also provide the Employee with ten days after his/her receipt of such notice to cure the Cause event(s)(if curable) and the opportunity, together with the Employee’s counsel (if the Employee chooses to have counsel present at such meeting), to be heard before the Board (or, in the Board’s discretion, the Committee or their delegates) during such ten day period.  Nothing herein will limit the right of the Employee to contest the validity or propriety of any such determination.

 

(e) “Change in Control” means the occurrence of any one or more of the following events:

 

(1) Approval by the stockholders of the Company of the dissolution or liquidation of the Company, except to the extent the dissolution is in connection with a sale of assets which would not constitute a Change in Control Event under subsection (2) below.

 

(2) Approval by the stockholders of the Company of an agreement to merge, consolidate or otherwise reorganize, with or into, sell or transfer substantially all of the Company’s business and/or assets as an entirety to one or more entities that are not Subsidiaries, as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entities immediately after the reorganization are, or are to be, owned by former stockholders of the Company immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Company’s securities from the record date for such approval until such reorganization, but including in such determination any securities of the other parties to such reorganization held by such affiliates of the Company).

 

(3) The occurrence of any of the following:

 

2



 

Any “person,” alone or with “affiliates” and “associates” of such person, without the prior approval of the Board, becomes the “beneficial  owner” of more than 50% of the outstanding voting securities of the Company (the terms “person,” “affiliates,” “associates” and “beneficial owner” are used as such terms are used in the Exchange Act and the General Rules and Regulations thereunder); provided, however, that a “Change in Control Event” shall not be deemed to have occurred if such “person” is/are:

 

(A) the Company,

 

(B) any Subsidiary, or

 

(C) any employee benefit plan or employee stock plan of the Company, or any trust or other entity organized, established or holding shares of such voting securities by, for, or pursuant to the  terms of any such plan.

 

(4) Individuals who at the beginning of any period of two consecutive calendar years constitute a majority of the Board cease for any reason, during such period, to constitute at least a  majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each new Board member was approved by a vote of at least two-thirds of the Board members then still in office who were Board members at the beginning of such period.

 

(f) “Code” means the Internal Revenue Code of 1986, as amended.

 

(g) “Committee” means the Compensation and Stock Options Committee of the Board.

 

 (h) “Disability” means disability as defined in the Company’s long-term disability plan in which the Employee participates at the relevant time or, if the Employee does not participate in a Company long-term disability plan at the relevant time, as such term is defined in the Company’s principal long-term disability plan that generally covers the Company’s senior-level employees at that time, or, if neither of the foregoing applies, as defined in Code Section 22(e)(3).

 

(i) “Employee Benefits” means any Company group health or dental benefit plan; provided, however, that Employee Benefits shall not include contributions made by the Company to any retirement plan, pension plan or profit sharing plan for the benefit of the Employee.

 

(j) “Employee Benefits Continuation Period” means the 18 month period commencing as of the first day of the month following a Qualifying Termination.

 

(k) “End Date” means the earlier of: (i) the effective date that the Company and Employee mutually agree in writing to terminate this Agreement, (ii) the date, following a Qualifying Termination, when the Company has fulfilled all of its obligations to Employee under this Agreement, (iii) the Termination Date arising from a non-Qualifying Termination of Employee’s employment, or (iv) the date that is two years after the date when the Company provided written

 

3



 

notice to the Employee that it is terminating this Agreement provided, however, that the End Date under this clause (iv) can be no earlier than the date that is two years after a Change in Control that occurred during the term of the Agreement or the date determined under clause (ii) if there is a Qualifying Termination.

 

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

(m) “Good Reason” means that any one or more of the following have occurred without the Employee’s prior written consent either in connection with a Change in Control or during the Protected Period:

 

(i) Employee has, except in connection with termination of employment for Cause or due to Employee’s death or Disability, suffered a material and substantial diminution in Employee’s job responsibilities as in effect immediately prior to the public announcement of a contemplated Change in Control (and where such Change in Control does occur), provided, however, that neither mere changes in title and/or reporting relationship, nor reassignment following a Change in Control to a position that is similar to the position held immediately prior to such public announcement of the contemplated Change in Control shall constitute a material and substantial diminution in job responsibilities.  In addition, if Employee’s job title as of the Effective Date (as specified in the above recitals) is denoted as or is in effect an “Interim” or “Acting” position, then a subsequent reassignment to a position of the same level which Employee held immediately prior to assuming such Interim or Acting position or to a higher level shall not constitute a Good Reason event; or

 

(ii) Employee has incurred a reduction in his or her Base Pay or his/her Target Bonus opportunity; or

 

(iii) Employee has been notified that his or her principal place of work will be relocated to a new location that is twenty miles or more from Employee’s principal work location as of immediately before the public announcement of a contemplated Change in Control (and where such Change in Control does occur); or

 

(iv) The Company has materially breached this Agreement including without limitation the failure to timely comply with Section 3(a).

 

Before “Good Reason” has been deemed to have occurred, Employee must give the Company written notice detailing why the Employee believes a Good Reason event has occurred and such notice must be provided to the Company within sixty days of the initial occurrence of such alleged Good Reason event(s) or else such Good Reason event(s) will be deemed to have been irrevocably waived by Employee.  The Company shall then have thirty days after its receipt of written notice to cure or remedy the items cited in the written notice so that “Good Reason” will not have formally occurred with respect to the event(s) in question.  If the Company does not timely remedy or cure the Good Reason events, then Employee’s employment shall be terminated for Good Reason as of the end of the thirty day cure period.

 

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(n) “Protected Period” means the two year period immediately following (and commencing on) a Change in Control.

 

(o) “Qualifying Termination” means termination of the Employee’s employment either by the Company without Cause or by the Employee for Good Reason, in each case occurring either in connection with a Change in Control (or an impending Change in Control) or during the Protected Period.  For avoidance of doubt, termination of employment due to Employee’s death or Disability is not a Qualifying Termination.

 

(p) “Release Agreement” means a separation agreement containing the release of all employment related claims against the Company and its affiliates along with Employee’s covenant not to sue the Company or its affiliates in substantially the following form and where such separation agreement will also contain only those covenants expressed in Section 12 below.

 

The release of claims will provide that in exchange for good and valuable consideration, the “Employee hereby covenants not to sue and releases and forever discharges the Company, its parents, subsidiaries, attorneys, insurers, agents, employees, shareholders, directors, officers, affiliates, predecessors and successors of and from any and all employment related rights, claims, actions, demands, causes of action, obligations, attorneys’ fees, costs, damages, and liabilities of whatever kind or nature arising from his service with the Company, in law or in equity, that Employee may have (whether known or not known) (collectively, “Claims”), accruing to Employee as of the Termination Date, that Employee has ever had, including but not limited to Claims based on and/or arising under Title VII of the Civil Rights Act of 1964, as amended, The Americans with Disabilities Act, The Family Medical Leave Act, The Equal Pay Act, The Employee Retirement Income Security Act, The Fair Labor Standards Act, and/or the California Fair Employment and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, The Securities Act of 1933, The Securities Exchange Act of 1934, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Employee may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law including but not limited to tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Employee’s previous relationship with the Company as an employee, consultant and/ or director.  Furthermore, Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Older Workers Benefit Protection Act, Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and that this waiver and release is knowing and voluntary.  Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.  Employee further acknowledges that Employee has been advised by this writing that:

 

(a)      Employee should consult with an attorney prior to executing this Agreement;

 

5



 

(b)     Employee has at least twenty-one (21) days within which to consider this Agreement;

 

(c)      Employee has up to seven (7) days following the execution of this Agreement by the Parties to revoke the Agreement; and

 

(d)     this Agreement shall not be effective until the revocation period in subsection (c) has expired without revocation by Employee.

 

The Company and Employee agree that this release shall be and remain in effect in all respects as a complete general release as to the matters released.”

 

Such Release Agreement will not require a release of the Employee’s rights to indemnification and contribution by the Company or to coverage under the Company’s directors and officers liability insurance coverage if applicable or any claims that may not be released as a matter of law.

 

(q) “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

 

(r) “Target Bonus” means the targeted annualized cash-based incentive compensation opportunity for the Employee during each Company fiscal year.  Solely for the purposes of determining whether Good Reason applies, this Target Bonus amount can not be reduced from any prior fiscal year without the Employee’s express prior written consent, although the actual amount of any bonus earned and paid to Employee for any year shall be determined pursuant to the terms of each year’s bonus arrangement.

 

(s) “Termination Date” means the last date of Employee’s employment with the Company (and any Subsidiary).

 

2. Qualifying Termination Consequences.  If a Qualifying Termination occurs during the term of this Agreement and also occurs either in connection with a Change in Control (or an impending Change in Control) and/or during the Protected Period, then the following subsections in this Section 2 shall apply (with Sections 2(b) through 2(g) being subject to the effectiveness of the Release Agreement referenced in Section 2(h) below):

 

(a) Within ten days of his/her Termination Date (or such earlier time required by applicable law), Employee shall be paid for (i) his/her unpaid salary and paid time off and vacation pay that are accrued through the Termination Date, (ii) earned but unpaid bonuses for performance periods completed on or prior to the Termination Date, and (iii) unreimbursed valid business expenses that were or are submitted in accordance with Company policies and procedures.  Employee is also eligible for other vested benefits pursuant to the express terms of any applicable Company employee benefit plan.

 

(b) The Company shall pay in cash to Employee an amount equal to one (1) times (provided however, if the Termination Date takes place within the first year following the

 

6



 

Effective Date, then two times) the sum of the Employee’s Base Pay and Target Bonus as in effect on the Termination Date (the “Cash Severance”).  The Board shall determine in good faith whether such Qualifying Termination is occurring in connection with an impending Change in Control.  However, such a Qualifying Termination shall in any event be deemed to be in connection with an impending Change in Control if such Qualifying Termination (i) is required by the merger agreement or other instrument relating to such Change in Control, or (ii) is made at the express request of the other party (or parties) to the transaction constituting such Change in Control, or (iii) occurs after the public announcement of an impending Change in Control.  The Cash Severance shall be paid to Employee in a cash lump sum within ten days after the effectiveness of the Release Agreement.

 

(c) For the Employee Benefits Continuation Period, the Company shall continue to provide to Employee the Employee Benefits which were received by, or with respect to, Employee as of the date of the Qualifying Termination, at the same expense to Employee as before the Qualifying Termination subject to immediate cessation (other than as to any pre-existing condition not covered by the new benefits coverage) if Employee is offered employee benefits coverage in connection with new employment.  From the Termination Date through the Employee Benefits Continuation Period, Employee shall provide advance written notice to the Company informing the Company when the Employee is offered or becomes eligible for other employee benefits in connection with new employment.  In addition, if periodically requested by the Company during the Employee Benefits Continuation Period, the Employee will provide the Company with written confirmation that he/she has not been offered other employee benefits.

 

(d) The Company shall pay in cash to Employee an amount equal to a pro-rata portion (based on the number of whole months Employee served as a Company employee during the fiscal year of the Qualifying Termination divided by twelve) of the Target Bonus for such year.  Any amounts payable to Employee under this Section 2(d) will be paid to Employee at the same time that the Cash Severance is paid.  The Company shall also provide, at Company expense and not to exceed $50,000 in the aggregate, job outplacement services for the Employee until the earlier of nine months after the Termination Date or the date when Employee accepts an offer of new employment.  The Company shall select the outplacement service provider and provide any compensation benefit hereunder directly with and to the service provider.

 

(e) In the event that the Employee is entitled to receive payment of the Cash Severance, and notwithstanding anything to the contrary in any restricted stock, stock option or other equity compensation plan or agreement or deferred compensation or retirement plan or agreement, even if such agreements are entered into after the date hereof, upon the Termination Date the Employee shall become immediately fully vested (and all vesting restrictions and Company repurchase rights removed) in all of his/her then outstanding stock options, stock appreciation rights, warrants, restricted stock, phantom stock, nonqualified deferred compensation, nonqualified retirement agreement or similar nonqualified plans or agreements with the Company.  In addition, subject to the terms of any applicable Company equity compensation plan or merger agreement or other instrument relating to the Change in Control that provides that all Company stock options will be canceled and not continued upon a Change in Control, the

 

7



 

Employee shall have at least until the earlier of (i) the scheduled expiration date of the stock option term or (ii) six months after the Termination Date to exercise his/her vested then-outstanding stock options.  Notwithstanding the foregoing, any award that is subject to a performance condition will vest only to the extent the performance condition has been satisfied on or prior to the Termination Date.

 

(f) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code, and the regulations thereunder or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then either paragraphs (1) or (2) of this Section 2(f) below shall occur as applicable:

 

(1) If the aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is less than 345% of the Employee’s Base Amount, then such Total Payments shall be reduced to the smaller amount that is equal to $1.00 less than 300% of the Employee’s Base Amount.

 

(2) If the aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is equal to or greater than 345% of the Employee’s Base Amount, then, subject to the maximum dollar limit expressed in Section 2(g), the Company shall pay Employee a cash amount equal to the sum of: (i) any excise taxes that may be imposed on Employee under Code Sections 280G and 4999 (the “Excise Tax Restoration”) and (ii) for any taxes (including excise taxes) imposed on the Excise Tax Restoration payment, and for any interest or penalties related to such excise tax with all such computations performed applying the then highest marginal tax rates.  Such payment shall be made to Employee within thirty days of the determination that there are excise taxes owed and will be in an amount so that Employee will be in the same position on an after-tax basis that he would have been if no excise taxes, interest and/or penalties had been imposed.

 

(3) All mathematical determinations and all determinations of whether any of the Total Payments are “parachute payments” (within the meaning of section 280G of the Code) that are required to be made under this Section 2(f), shall be made by a nationally recognized independent registered public accounting firm not currently retained by the Company immediately prior to the Change in Control (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to the Employee within seven (7) business days of the Change in Control or Termination Date, as applicable, or such earlier time as is requested by the Company.  Such determination shall be made by the Accountants using reasonable good faith interpretations of the Code.  Any determination by the Accountants shall be binding upon the Company and the Employee, absent

 

8



 

manifest error.  The Company shall pay the fees and costs of the Accountants which are incurred in connection with this Section 2(f).

 

(g) In the event the Employee is subject to additional taxes imposed by Code Section 409A with respect to any payments or benefits due to the Employee under this Agreement, the Company shall pay Employee a cash amount equal to the sum of: (i) any taxes that may be imposed on Employee under Code Section 409A (the “409A Tax Restoration”) and (ii) for any taxes (including excise taxes) imposed on the 409A Tax Restoration payment, and for any interest or penalties related to such Code Section 409A taxes with all such computations performed applying the then highest marginal tax rates.  Such payment shall be made to Employee within thirty days of the determination that there are Code Section 409A taxes owed and will be in an amount so that Employee will be in the same position on an after-tax basis that he would have been if no Code Section 409A taxes, excise taxes, interest and/or penalties had been imposed.

 

Notwithstanding anything to the contrary, the maximum aggregate amount of payments that the Company will be required to make under Sections 2(f)(2) and 2(g) is $3,000,000.

 

(h) All payments and benefits provided under Sections 2(b) through 2(g) are conditioned on and subject to the Employee’s continuing compliance with this Agreement and the Employee’s timely execution (and non-revocation and effectiveness) of the Release Agreement on or after the Termination Date and the Employee’s on-going compliance with the terms of the Release Agreement.  The Company will provide the Release Agreement to the Employee for his/her review and execution within three days of the Termination Date.  There is no entitlement to any payments or benefits unless and until such Release Agreement is effective and the Release Agreement must become effective within sixty days after the Termination Date or else no payments or benefits will be provided to Employee under Sections 2(b) through 2(g).  In addition, to the extent Employee receives severance or similar payments and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, or under the WARN Act or similar state law, the payments and benefits due to Employee under this Agreement will be correspondingly reduced on a dollar-for-dollar basis (or vice-versa).

 

3. Successors and Binding Agreement.

 

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.  This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be

 

9



 

deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

 

(b) This Agreement will inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

 

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 3(a) and 3(b).  Without limiting the generality or effect of the foregoing, the Employee’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Employee’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 3(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

 

4. No Retention Rights.  This Agreement is not an employment agreement and does not give the Employee the right to be retained by the Company (or its Subsidiaries or affiliates) and the Employee agrees that he/she is an employee-at-will subject to any effective employment agreement between the parties. The Company (or its Subsidiaries or affiliates) reserves the right to terminate the Employee’s service at any time and for any reason.

 

5. Notices.  For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as FedEx, UPS, or DHL, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to the Employee at his/her principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

 

6. Validity.  If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

 

7. Arbitration; Governing Law.  Any dispute between the parties under this Agreement shall be resolved (except as provided below) in Los Angeles, California through informal arbitration by an arbitrator selected under the rules of the American Arbitration Association. The

 

10



 

arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision by the arbitrator.  The determination of the arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof.  The arbitrator shall give written notice to the parties stating his determination and shall furnish to each party a signed copy of such written decision.  To the extent required by applicable law, the expenses of the arbitration shall be borne by the Company, otherwise the arbitration expenses shall be borne equally by the Company and the Employee provided, however, that each party shall be responsible for their own legal fees and expenses (except that the Company shall reimburse the Employee for the Employee’s legal fees within thirty days of the arbitration decision if the Employee successfully enforces at least one material claim of his Section 2 entitlements under this Section 7). The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to the conflicts of laws principles thereof.

 

8. Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement and the Compensation Agreement constitute the entire agreement of the parties with respect to the subject matter thereof and supersede any and all prior agreements of the parties with respect to such subject matter.  No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter thereof have been made by either party which are not set forth expressly in this Agreement and/or the Compensation Agreement.

 

9. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

 

10. Section 409A.  The Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code.  Notwithstanding the foregoing, in the event this Agreement or any benefit paid under this Agreement to Employee is deemed to be subject to section 409A of the Code, the Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion, to comply with section 409A of the Code (including without limit delaying the timing of payments).  Notwithstanding anything to the contrary, if, upon Employee’s separation from service, Employee is then a Company “specified employee” (as defined in Section 409A of the Code), then to the extent necessary to comply with Code Section 409A, the Company will defer payment (without interest) of certain of the amounts owed to Employee under this Agreement until the earlier of the Employee’s death or the first business day of the seventh month following Employee’s separation from service.

 

11



 

11. Withholding.  All payments and benefits made under this Agreement shall be subject to reduction to reflect any withholding taxes or other amounts required by applicable law or regulation.

 

12. Restrictive Covenants.  The provisions of this Section 12 shall survive termination of this Agreement and/or termination of Employee’s employment for any reason.

 

(a) Nondisparagement.  The Employee will not disparage the Company, its directors, officers, employees, affiliates, Subsidiaries, predecessors, successors or assigns in any written or oral communications to any third party.  The Employee further agrees that he/she will not direct anyone to make any disparaging oral or written remarks to any third parties, provided, however, that the Employee may testify or otherwise provide information truthfully in connection with any (i) governmental and/or regulatory proceeding, (ii) required governmental or regulatory filing, or (iii) any subpoena for testimony served upon the Employee.

 

(b) Nonsolicit.  During the Employee’s employment with Company and for 12 months after the Termination Date, the Employee shall not, directly or indirectly, either as an individual or as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender, or in any other capacity whatsoever, of any person, firm, corporation or partnership: (i) solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or (ii) attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services.

 

(c) Nondisclosure.  Notwithstanding any requirement that the Company may have to publicly disclose the terms of this Agreement pursuant to applicable law or regulations, the Employee agrees to use reasonable efforts to maintain in confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Agreement Information”).  The Employee also agrees to take every reasonable precaution to prevent disclosure of any Agreement Information to third parties, except for disclosures required by law or reasonably necessary with respect to Employee’s immediate family members or personal advisors who shall also agree to maintain confidentiality of the Agreement Information.

 

(d) Confidentiality.  Employee shall not, except as required by any court or administrative agency, without the written consent of the Board, or the Company’s Chief Executive Officer, or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee or his duties to the Company, any confidential information obtained by him while in the employ of the Company with respect to any of the Company’s inventions, processes, customers, methods of distribution, methods of manufacturing, attorney-client communications, pending or contemplated acquisitions, other trade secrets, or any other

 

12



 

material which the Company is obliged to keep confidential pursuant to any confidentiality agreement or protective order; provided, however, that confidential information shall not include any information now known or which becomes known generally to the public (other than as a result of an unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by a person engaged in the same business or a business similar to that conducted by the Company.  Employee acknowledges that he also continues to be bound by the Inventions and Confidential Information agreement with the Company that Employee previously executed.

 

(e) Remedy for Breach.  The parties hereto agree that, in the event of breach or threatened breach of any covenants herein, the damage or imminent damage shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company and Employee shall be entitled to apply for injunctive relief in the event of any breach or threatened breach of any of such provisions by Employee or the Company, in addition to any other relief (including damages) available to the Company or Employee under this Agreement or under law.  If the Employee materially breaches the Release Agreement then within thirty days of the Company’s notice to the Employee regarding such breach, the Employee must repay to the Company in cash all of the payments and benefits previously provided to the Employee under Section 2 and the Company will owe no further obligations to Employee under this Agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered to be effective as of the Effective Date.

 

 

INTERNATIONAL RECTIFIER CORPORATION

 

 

By:

 

 

Its:

 

 

 

 

 

 

Ilan Daskal

 

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EX-99.1 4 a08-24385_1ex99d1.htm EX-99.1

Exhibit 99.1

 

International Rectifier Names Ilan Daskal Chief Financial Officer

 

Selection Bolsters Execution of IR’s Long-Term Financial and Strategic Plans

 

EL SEGUNDO, CA – September 24, 2008 – International Rectifier Corporation (NYSE:IRF) today announced the appointment of Ilan Daskal as Chief Financial Officer, effective October 6, 2008.  Daskal will report directly to Oleg Khaykin, President and Chief Executive Officer, and will be responsible for all finance and accounting functions at the Company.

 

Mr. Daskal, 43, brings more than 20 years of technology industry financial and strategic planning experience to International Rectifier.  He joined Infineon Technologies (NYSE:IFX) in 2001 and most recently served as Vice President of Finance & Business Administration for its North American Communications Business Group.  Previously, Mr. Daskal held senior financial management and strategy positions at several Israeli technology companies, including Savan Communication, a firm that was acquired by Infineon under Mr. Daskal’s strategic direction as CFO.

 

“I am very pleased to have Ilan join our executive team,” said Oleg Khaykin. “His knowledge of the industry and the depth of his financial management and strategic experience will enable him to immediately make an impact as CFO, which will be instrumental to the rapid execution of our financial and strategic plans.

 

“I would also like to thank Peter Knepper, our Acting CFO, on behalf of the management team and the Board of Directors for his tremendous contribution in guiding us over the past six months and for agreeing to remain with IR for a short transition period,” concluded Mr. Khaykin.

 

“I am excited to join International Rectifier as the Company enters a new phase of growth,” said Ilan Daskal.  “With IR’s financial reporting now current and with a strong and talented executive team in place, we are well-positioned to build shareholder value in line with our targets and to seize future growth opportunities in our space.  I look forward to working closely with my new colleagues at International Rectifier to execute the financial opportunities of our growth plan.”

 

Mr. Daskal holds a BA in Accounting from the Tel-Aviv College of Business and an MS in Finance from the City University of New York.

 

About International Rectifier

 

International Rectifier Corporation (NYSE:IRF) is a world leader in power management technology. IR’s analog, digital, and mixed signal ICs, and other advanced power management products, enable high performance computing and save energy in a wide variety of business and consumer applications.  Leading manufacturers of computers,

 



 

energy efficient appliances, lighting, automobiles, satellites, aircraft, and defense systems rely on IR’s power management solutions to power their next generation products. For more information, go to www.irf.com.

 

Note: Statements made or implied in this release that are in the future tense or that are accompanied by words such as “will,” or variations of such words are “forward-looking” and involve risks and uncertainties that are not within International Rectifier’s control. A fuller explanation of these risks and uncertainties, including those related to the changes to the company’s internal controls and governance policies, is contained in International Rectifier’s periodic and other filings from time to time with the Securities and Exchange Commission.

 

Important Additional Information

 

On September 15, 2008, International Rectifier filed a preliminary proxy statement in connection with its 2007 Annual Meeting of Shareholders. International Rectifier shareholders are strongly encouraged to read the preliminary proxy statement and the accompanying WHITE proxy card, and the definitive proxy statement when it becomes available, and any amendments as they contain important information, including information relating to the participants in International Rectifier’s solicitation of proxies. Shareholders can obtain this proxy statement, the WHITE proxy card and any amendments or supplements to the proxy statement and other documents filed by International Rectifier with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the proxy statement, the WHITE proxy card and any amendments and supplements to the proxy statement are available for free at International Rectifier’s Internet website at www.irf.com or by writing to International Rectifier Corporation, 101 North Sepulveda Boulevard, El Segundo, California 90245. In addition, copies of the proxy materials may be requested by contacting our proxy solicitor, D.F. King& Co., Inc. at 1-888-605-1957.

 

International Rectifier will also file a Solicitation/Recommendation Statement on Schedule 14D-9 in the event Vishay Intertechnology, Inc. commences a tender offer for the outstanding shares of International Rectifier common stock. International Rectifier shareholders are strongly encouraged to read the Solicitation/Recommendation Statement when it becomes available, as it will contain important information. Shareholders will be able to obtain this Solicitation/Recommendation Statement, any amendments or supplements to the proxy statement and other documents filed by International Rectifier with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the Solicitation/Recommendation Statement and any amendments and supplements to the Solicitation/Recommendation Statement will also be available for free at International Rectifier’s Internet website at www.irf.com or by writing to International Rectifier Corporation, 101 North Sepulveda Boulevard, El Segundo, California 90245. In addition, copies of the Solicitation/Recommendation Statement may be requested by contacting our proxy solicitor, D.F. King& Co., Inc. at 1-888-605-1957.

 



 

# # #

 

Company contact:

Investors

Portia Switzer

310.726.8254

 

Chris Toth

310.252.7731

 

or
Media:
Kekst & Co.
Tom Davies, 212-521-4873
Roanne Kulakoff, 212-521-4837

 


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